Perkins Coie’s Mergers & Acquisitions practice consists of more than 100 dedicated M&A attorneys representing public and private companies and investors in domestic and cross-border mergers, acquisitions, joint ventures, carve-outs, spin-offs, recapitalizations, growth equity investments and other transactions.
We represent clients in a wide range of industries, transaction structures and sizes. We have broad and deep experience representing public and private companies in connection with their acquisition programs and roll-up strategies, as well as with acquisitions and sales of public companies, private equity-backed M&A, and venture capital-backed, family-owned and founder-owned exit transactions.
SPACs: Frequently Asked Questions
We share the answers to key questions about SPACs, with an emphasis on important considerations for target companies and their investors.
Areas of Focus:
Private Company M&A and Serial Acquisition Programs
Undertaking an acquisition, whether for the first time or as a seasoned acquirer, can be a daunting, long and expensive undertaking. We offer a team-oriented approach that combines deep knowledge and experience in M&A, intellectual property, privacy, tax, employee benefits and real estate with sophisticated counsel that maximizes efficiency and value, streamlines delivery time and reduces client costs.
Focusing primarily on middle-market deals, we work with many of the country’s most well-known companies and countless “serial acquirers” on their acquisition programs and roll-up strategies. These clients value dedicated deal teams, consistency in approach to deal terms and risk allocation, and a due diligence process that positions them well for successful integration.
In terms of staffing deals, we start by establishing a core deal team for each client to maintain consistency and continuity, and if the need arises, we have the depth to handle multiple deals simultaneously for a client. Our deal teams can draw on experienced transactional lawyers with a wide range of functional specialties, including securities, tax, intellectual property, antitrust, benefits and labor. This enables us to ensure that deals are structured properly and meet the client's strategic and economic objectives.
In an effort to improve deal predictability, enhance process efficiency and ensure clear communication, we have developed a tool that helps to guide in-house lawyers in analyzing the complexity of each M&A transaction, allowing Perkins Coie to then prepare custom budget and staffing plans.
Private Equity M&A
Our Private Equity practice is a leader in the representation of private equity funds and firms and their portfolio companies. We emphasize middle-market transactions that typically involve domestic or overseas companies with enterprise values up to $1 billion. Our private equity-focused M&A attorneys represent investors at all stages of the portfolio company investment cycle, from new platform acquisitions and add-on acquisitions to full- or partial-sale liquid events.
Selling to Private Equity Funds and Their Portfolio Companies
It is critical for sellers to understand the unique concerns of private equity funds and the structures they utilize for their investments. We draw heavily on the experience of our dedicated private equity attorneys to help our sell-side clients navigate these issues. Private equity funds often approach risk allocation issues, tax structuring, and representation and warranty insurance, among other things, in a much different manner than would an operating company or “strategic” buyer. Our experience with private equity transactions enables us to also advise sellers regarding equity rollovers and post-closing employment and consulting arrangements sought by private equity funds.
Public Company M&A
We regularly represent public companies and their boards of directors in connection with strategic alternatives, including sale of the company. We also represent clients in connection with acquisitions of public companies. Our attorneys keep current on the law and trends impacting fiduciary duties, sale processes and transaction structures. Beyond the “big picture” issues, our deal teams bring the right capabilities to bear on every transaction.
Public company acquisitions, and the process that precedes them, present a unique set of challenges for target companies, buyers and their respective boards and management teams, including governance and fiduciary issues, disclosure questions, antitrust matters, and tax and other deal structuring considerations. Our team of seasoned public company M&A lawyers is well-equipped to help steer sell-side clients through a public company sale process, from the initial evaluation of defensive tactics to the negotiation of deal protection measures to a successful closing, and is well-complemented by our deep bench of authorities on securities law who regularly represent some of the country’s most respected public companies in day-to-day disclosure, compliance and governance issues.
Perkins Coie's M&A practice includes substantial experience representing buyers and sellers in "carve-out" transactions involving acquisitions or dispositions of divisions or business units. Carve-outs involve a range of legal issues arising from the fact that divisions and business units are typically not easily disentangled from their parent company. Often, there are overlapping assets, liabilities, contracts, intellectual property rights, employees, and shared services that must be addressed to ensure the acquired business can operate on a standalone basis under new ownership.
Perkins Coie’s M&A team understands the attraction of carve-out transactions to sellers and both strategic and financial buyers. We have extensive experience helping sellers refocus on their core business through the divesture of divisions or subsidiaries, as well as helping buyers acquire assets as a catalyst to drive growth. We know how to navigate through the complex issues involved in carve-outs and bring the right combination of resources to bear to ensure these transactions are properly executed.
Special Purpose Acquisition Companies
Special Purpose Acquisition Companies (SPACs) have re-emerged as active participants in the capital and M&A markets. SPAC transactions occur at the intersection of these markets and involve a range of complex, interrelated deal-structuring, capital markets, and governance considerations and issues that must be managed with speed and accuracy.
Sponsors considering the formation of a SPAC need a legal team with the depth, versatility, and sophistication to achieve their desired results. Our team of M&A and securities attorneys is well equipped to steer sponsors through each stage of the SPAC's life cycle, from the initial public offering to raising additional capital in the private debt and equity markets to completing the ultimate business combination. In addition to our deal capabilities, we deliver a wealth of experience gained from providing day-to-day disclosure, compliance, and governance advice to some of the country’s most respected public companies.
The SPAC IPO
Critical to the success of any SPAC is designing the vehicle, from its infancy, to optimize its long-term market value. Perkins Coie’s capital markets attorneys offer a deep understanding of, and practical experience navigating, the laws, economic considerations, and market trends shaping SPAC IPOs. This knowledge and experience positions us to design and structure the post-IPO company on optimal terms that define the SPAC and its sponsor as a market leader and ideal partner in this competitive environment.
Additional SPAC Financing Through PIPEs, Standby Capital and Debt
To ensure a successful business combination, SPACs typically raise additional capital beyond the IPO proceeds through private placements of common or preferred equity and, oftentimes, debt financing. Perkins Coie has helped raise billions of dollars of capital in sophisticated transactions throughout the continuum of public company life cycles. The ability to anticipate and proactively resolve issues arising out of changing market conditions is critical, and our extensive experience with the full range of capital market and debt financing transactions of all types and sizes allows us to execute these important transactions timely, efficiently, and creatively.
The “De-SPAC” Transaction
The defining moment of a SPAC’s success is the completion of a business combination. We understand that identifying a target and then structuring and completing the merger of a SPAC with one or more target companies on a strict timeline requires technical expertise, agility, and creativity. Our M&A team routinely represents acquirors and targets in both public and private M&A transactions across a wide range of industries and is recognized as a national leader in technology-focused M&A and the representation of private equity funds and firms and their portfolio companies. We partner with strategic acquirors to implement their serial acquisition programs and roll-up strategies. Additionally, as a trusted advisor to numerous innovative companies that are well positioned for a SPAC acquisition or IPO, we help sponsors understand the objectives and concerns of their counterparties, and the considerations imperative to ensuring a mutually beneficial partnership. View representative clients and experience.
Venture Capital Backed and Emerging Technology Company M&A
Our Emerging Companies & Venture Capital lawyers are passionate about representing venture capital-backed technology companies and have extensive experience in advising companies in their exit strategies. Our team has handled hundreds of exit events for VC-backed clients. Our representation of many of today’s high-growth startups in stock acquisitions and sales, joint ventures and strategic alliances provides us with broad and deep experience negotiating and closing deals quickly and efficiently.
Family Owned and Founder-Owned Exits
Selling a family business can pose challenges that result from multiple owners and stakeholders in a business, family dynamics, and the connection certain family members may have with a business. With decades of experience working with family businesses, our lawyers are sensitive to the unique dynamics and challenges of selling a family business. We work with business owners to find answers that help develop a road map, preparing them for what will likely be the biggest financial event in their lives. Our M&A team prepares clients to ensure that the sale of their businesses is on well-understood and acceptable terms.
Cross-Border and International Transactions
Perkins Coie has a long history of actively participating in the growth of the global economy. Starting in 1916 with our work incorporating The Boeing Company, we have continued to work with domestic and international clients to pioneer international markets and projects. We regularly serve as lead M&A counsel on transactions that involve target companies with operations and assets outside of the United States. We also represent non-U.S. companies seeking to acquire assets and companies in the United States. In each case, we draw on the knowledge of our traditional M&A practice teams, our International practice and our tested network of firms outside of the United States to offer clients a seamless and efficient legal solution for multijurisdictional M&A engagements.
Dedicated Deal Teams
Perkins Coie M&A attorneys are dedicated deal professionals. In many cases, our deal leads are not just M&A generalists, but they also concentrate in one of the areas mentioned above. Our high volume of deals allows us to provide real-time input on market terms and trends. We put the right team and mix of skills and experience on every transaction, helping clients understand approaches to specific types of deals, relevant market trends, and the perspectives and expectations of their counterparties.
As a full-service Am Law 50 law firm, Perkins Coie receives ongoing recognition from Chambers USA and other professional rankings for excellence in more than 150 practices and 30 industry groups. Our deep bench of seasoned deal attorneys is backed by equally well-staffed teams in key deal support areas, such as securities, intellectual property, privacy, tax, labor and employment, employee benefits and antitrust. We establish a comprehensive deal team that provides efficient deal execution, in-depth due diligence and integration services. We are known for distinctive, insightful and cost-effective approaches to due diligence, particularly in connection with transactions for which technical and operational due diligence and post-closing integration are critical.
Intellectual Property and Technology are notable practice strengths. Ranked by Law360 as one of the largest IP practices in the country, our team includes more than 250 lawyers focused on IP litigation, patent and trademark prosecution, technology licensing, copyrights, and trade secret and unfair competition counseling who work with companies in all technologies and industries around the world. If warranted, we can provide an in-depth dive into a target’s IP portfolio and help our buy-side clients identify issues, mitigate against risks posed by those issues and integrate with their own portfolios. For sell-side clients, we help anticipate transaction roadblocks posed by IP and technology issues, and proactively propose solutions to help navigate toward a successful exit.
Our Securities Litigation and White Collar & Investigations practices are also differentiators. The attorneys in these groups have been highly successful in defeating lawsuits seeking to enjoin M&A transactions across the country, including in the Delaware Chancery Court. Our litigators provide valuable counseling regarding fiduciary duties and litigation risks, and work in real time with their corporate deal leads at the front end of transactions to minimize disruption and risk. They respond promptly to litigation-related questions and issues that often arise in connection with our M&A matters. In particular, our litigation team can be called upon to:
- Provide Pre-Closing Litigation Counseling (e.g., risk assessment and mitigation strategies)
- Respond to Stockholder Demand Letters
- Negotiate and Respond to Delaware Rule 220 Stockholder Inspection Demands
- Defend Stockholder Class Action Lawsuits Challenging Mergers in State & Federal Courts, including DE Chancery Court, and
- Defend Stockholder Derivative Lawsuits in State & Federal Courts